Professional Golfers Association of Canada Association des golfeurs professionnels du Canada (formerly Canadian Professional Golfers Association)

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page i Professional Golfers Association of Canada Association des golfeurs professionnels du Canada (formerly Canadian Professional Golfers Association) BY-LAW NUMBER 2011-2 Final A By-Law relating generally to the conduct of the affairs of Professional Golfers Association of Canada Association des golfeurs professionnels du Canada (formerly Canadian Professional Golfers Association) TABLE OF CONTENTS page # 1 INTERPRETATION...1 1.1 Meaning of Words...1 1.2 Canada Corporations Act Terms...2 1.3 Admission Includes Reinstatement...2 1.4 PACE...2 1.5 By-Law to Prevail...2 2 CODE OF ETHICS...2 2.1 Dedication...2 2.2 Violations...3 2.3 Disciplinary Action...3 2.4 Code of Ethics and By-Laws Govern All Members and Candidates...3 3 HEAD OFFICE...3 4 SEAL...3 5 MEMBERSHIP...3 5.1 Composition...3 5.2 Membership Qualifications...3 5.3 One Class of Membership...3 5.4 Class A Member...4 5.5 Class A Member (Non-Resident)...4 5.6 Voting Classes...4 5.7 Transfer of Membership...4 5.8 Termination of Membership...4 5.9 Resignation in Writing...4 5.10 Membership Restoration...5 5.11 Recognized PGA Transfers...5 5.12 Liability of Members...5 6 CANDIDATE FOR MEMBERSHIP...5 6.1 Candidate...5 7 CANADIAN PGA DESIGNATIONS...5 8 MEMBERSHIP ADMISSION PROCESS...5 8.1 National Board Prescribe Form of Application...5 8.2 Fees to Accompany Application...5

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page ii 8.3 Application for Insurance to be Included...5 8.4 National Board to Consider Application...6 8.5 Application Submitted to National Office...6 8.6 Admission of Member to Zone...6 8.7 Application of Former Member...6 9 DUES AND FEES...6 9.1 National Dues...6 9.2 Zone Dues...6 9.3 Notice of Assessment...6 9.4 Entrance and Other Fees...7 9.5 Suspension For Non-Payment...7 9.6 Restoration Upon Prompt Payment...7 9.7 Reinstatement at Later Time...7 9.8 Termination of Membership...7 10 LEAVE OF ABSENCE...7 10.1 Application for Leave of Absence...7 10.2 Privileges of Member or Candidate On Leave of Absence...7 11 DISCIPLINE...8 11.1 Discipline Against Zone Board...8 11.2 Discipline of Member or Candidate for Violations...8 11.3 Discipline Initiated by Zone Board or National Board...8 11.4 National Board Determine Hearing Body...8 11.5 Zone Board Disciplinary Committees...8 11.6 Zone Board Disciplinary Authority...9 11.7 Zone Board Disciplinary Proceedings...9 11.8 Appeal from Zone Board Decision...9 11.9 Hearing by National Board...9 11.10 Overriding Authority of Members...10 12 MEMBERSHIP TRANSITION UNDER BY-LAW NO. 2010-1...10 12.1 Old By-Law Class A Member...10 12.2 Old By-Law Retired Professional, Affiliate Professional, Associate Professional and Tournament Professional Categories...10 12.3 Old By-Law Elite Apprentice Becoming Class A Member...10 12.4 Old By-Law Life Members...10 12.5 Transition Authority of National Board...11 13 ZONES AND ZONE ASSOCIATIONS...11 13.1 Formation of Zones...11 13.2 Zones as of Effective Date...11 13.3 Alteration of Zones...11 13.4 Corporation By-Laws Binding Upon Zone Association...11 13.5 Zone Association By-Laws and Rules...11 14 NATIONAL BOARD OF DIRECTORS...12 14.1 National Board...12 14.2 Additional Authority...12 14.3 Rules and Regulations...12 14.4 Elected Directors...12 14.5 Ex Officio Directors...12 14.6 Qualifications...12 14.7 Vacancies...13 14.8 Removal of Directors...13 14.9 Remuneration of Directors...13 14.10 Responsibility for Acts...13 15 ELECTION OF THE NATIONAL BOARD...13 15.1 Election of Directors...13 15.2 Election of Officers...14

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page iii 15.3 By-election...14 15.4 Term of Office...14 15.5 Election in Rotation...14 15.6 Re-Election...15 16 MEETING OF DIRECTORS...15 16.1 Calling Meetings...15 16.2 Notice of Meetings...15 16.3 Regular Meetings...15 16.4 Meetings by Electronic Conference...15 16.5 Quorum...16 16.6 Voting...16 17 DISCLOSURE OF INTEREST OF DIRECTORS...16 17.1 Declaration of Interest Required...16 17.2 Timing of Declaration...16 17.3 General Declaration...16 17.4 Interested Director Not to Influence...16 17.5 If Declare, Not Accountable...17 17.6 Where Contract Approved by Members...17 18 MEETINGS OF THE MEMBERS...17 18.1 Annual Meeting...17 18.2 Meetings by Electronic Conference...17 18.3 Special General Meeting...17 18.4 Notice of Meetings...18 18.5 Quorum...18 18.6 Voting by Members...18 18.7 Proxies...18 18.8 Show of Hands...18 18.9 Mail Ballots...19 18.10 Mail Ballots Not Counted for Quorum...19 18.11 Identification of Mail Ballot Issues...19 18.12 Independent Scrutineers...19 18.13 Where Mail Ballots Prohibited...19 18.14 Chair...19 18.15 Ballots...20 18.16 Adjournments...20 19 OFFICERS...20 19.1 Officers Named...20 19.2 Term of Office...20 19.3 Duties of the President...20 19.4 Duties of the Vice-President...20 19.5 Duties of the Past President...21 19.6 Secretary...21 19.7 Chief Executive Officer...21 19.8 National Board Appoint Other Officers...21 19.9 Holding More Than One Office...21 19.10 Removal of President, Vice-President or Secretary from Office...21 19.11 Removal of Other Officers from Office...22 20 EXECUTIVE COMMITTEE...22 20.1 Composition...22 20.2 Powers of Executive Committee...22 20.3 Meetings of the Executive Committee...22 20.4 Procedures...22 20.5 Quorum...23 20.6 Place of Business...23 20.7 Other Directors Present...23

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page iv 21 COMMITTEES...23 21.1 Standing Committees...23 21.2 Task Forces...23 21.3 Rules Governing Committees...23 22 INSURANCE AND PROTECTION OF DIRECTORS AND OFFICERS...24 22.1 Insurance...24 22.2 Directors and Officers Liability Exclusion...24 22.3 Pre-Indemnity Considerations...25 22.4 Indemnification of Directors and Officers...25 23 EXECUTION OF DOCUMENTS...26 23.1 Cheques, Drafts, Notes, Etc...26 23.2 Execution of Documents...26 23.3 Books and Records...26 24 BANKING ARRANGEMENTS...26 24.1 National Board Designate Bankers...26 24.2 Deposit of Securities...27 25 BORROWING BY THE CORPORATION...27 25.1 General Borrowing Authority...27 25.2 Specific Borrowing Authority...27 26 FINANCIAL YEAR...27 26.1 Financial Year Determined...27 27 AUDITOR...27 27.1 Annual Appointment...27 27.2 Notice of Intention to Nominate...28 27.3 Vacancy in the Office of Auditor...28 27.4 Removal of Auditor...28 27.5 Remuneration of Auditor...28 28 NOTICE...28 28.1 Method of Notice...28 28.2 Computation of Time...29 28.3 Omissions and Errors...29 29 BY-LAWS AND AMENDMENTS, ETC....29 29.1 Requirements for Amendment of By-Laws...29 29.2 Additional Requirements for By-Law Amendment...29 29.3 By Whom By-Law Amendments Proposed...29 30 REPEAL OF PRIOR BY-LAWS...29 30.1 Repeal...29 30.2 Exception...29 30.3 Proviso...30 31 EFFECTIVE DATE...30 31.1 Effective Date...30

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page 1 BY-LAW NUMBER 2011-2 A By-Law relating generally to the conduct of the affairs of Professional Golfers Association of Canada Association des golfeurs professionnels du Canada (formerly Canadian Professional Golfers Association) (the Corporation ) WHEREAS it is considered expedient to enact a new General By-Law relating generally to the conduct of the affairs of the Corporation, and which repeals all former By-Laws; BE IT THEREFORE ENACTED as a By-Law of the Corporation as follows: Final 1 INTERPRETATION 1.1 Meaning of Words In this By-Law and all other By-Laws, resolutions and official documents of the Corporation, unless the context otherwise requires: 1.1.1 the singular includes the plural; 1.1.2 the masculine gender includes the feminine; 1.1.3 Act means the Canada Corporations Act, R.S.C. 1970, Chapter c-32, as from time to time amended and every statute that may be substituted therefore and, in the case of such substitution, any references in the By-laws to provisions of the Act shall be read as references to the substituted provisions therefore in the new statute or statutes; 1.1.4 assessment means any amount however described that may be levied against a Member, including but not limited to those referred to in Articles 8, 9 and 10; 1.1.5 By-election means an election convened for the Members of a Zone Assocation to fill a vacancy on the Board arising pursuant to sections 14.7, 14.8, 15.3 or otherwise pursuant to this By-Law; 1.1.6 By-Law or By-Laws means this By-Law and any other By-Law of the Corporation currently in force; 1.1.7 Candidate means a Candidate for Membership referred to in section 6.1; 1.1.8 Candidate Qualification Form is such form as may be developed and/or approved by the Board from time to time, as referred to in section 15.1.2; 1.1.9 Committee means any Committee established by the National Board pursuant to Article 21; 1.1.10 Corporation means the Professional Golfers Association of Canada / Association des golfeurs professionnels du Canada (formerly Canadian Professional Golfers Association); 1.1.11 Code of Ethics is described in Article 2; 1.1.12 Canadian PGA means the Corporation; 1.1.13 Director includes a person who has been elected to the office of Director as described in section 14.4, or is an ex officio Director pursuant to section 14.5; 1.1.14 documents, includes deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings; 1.1.15 Due Date means, for the purpose of Article 9, such date as may be fixed by the National Board from time to time;

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page 2 1.1.16 Golf Professional or Professional Golfer is a person qualified in knowledge and experience in the sport of golf, as determined from time to time by the National Board, and who is qualified and/or eligible to be a Class A Member of the Corporation; 1.1.17 Member means a person who has been admitted as a Member in accordance with Article 5; 1.1.18 National Board means the National Board of Directors of the Corporation; 1.1.19 Old By-Law means the By-Laws of the Corporation that were in force immediately prior to the time that By-Law Number 2010-1 came into force; 1.1.20 PACE shall mean the program described in section 1.4 current from time to time; 1.1.21 Recognized Professional Golfers Association means a Professional Golfers Association recognized as such by the National Board; 1.1.22 Rules and Regulations means such rules and regulations as are enacted by the National Board pursuant to the authority granted in section 14.3; 1.1.23 Scrutineer shall have the meaning and duties set out in section 15.1; 1.1.24 Zone means one of the geographical areas into which Canada is divided as described in Article 13; 1.1.25 Zone Association means an incorporated or unincorporated body described in Article 13 that has the administrative responsibility for a Zone; 1.1.26 Zone Board means the Board of Directors of a Zone. 1.2 Canada Corporations Act Terms All terms defined in the Act have the same meanings in this By-Law and all other By-Laws and resolutions of the Corporation. 1.3 Admission Includes Reinstatement Unless the context otherwise require, references in this By-Law includes reinstatement of a former Member. 1.4 PACE The Professional Advancement and Career Enhancement (PACE) program, or such other name as PACE may be named by the National Board, is a detailed description of the minimum level of competency in and knowledge of the golf industry required of a Golf Professional as established, and amended from time to time as necessary, exclusively by the National Board. Subject to the provisions of section 1.1, and except where the context otherwise requires, any term of art used in PACE that is also used in this By-Law, other By-Laws, resolutions and official documents of the Corporation, shall have the meaning as used in PACE. 1.5 By-Law to Prevail If there shall be any inconsistency between the provisions of this By-Law and any similar provision contained in PACE, the provisions contained in this By-Law or any amendment or re-enactment thereto, shall prevail. 2 CODE OF ETHICS 2.1 Dedication The Canadian PGA enjoins upon its Members and Candidates rigid observance of a Code of Ethics, which Code of Ethics shall be as determined from time to time by the National Board.

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page 3 2.2 Violations Members and Candidates shall be deemed to have violated the Code of Ethics by: 2.2.1 abusing the privileges extended to them, including by way of example, playing without invitation of any golf course; 2.2.2 causing public embarrassment to fellow Golf Professionals or Professional Golfers; 2.2.3 applying for or otherwise seeking, soliciting, discussing or accepting any employment in an unprofessional manner; 2.3 Disciplinary Action Members who violate the Canadian PGA Code of Ethics shall be subject to disciplinary action as set out in Article 11, as the same may be amended from time to time. 2.4 Code of Ethics and By-Laws Govern All Members and Candidates The Code of Ethics and the By-Laws shall govern and be strictly adhered to by all Members and Candidates at all times. 3 HEAD OFFICE The head office of the Corporation shall be in the Regional Municipality of Halton, in the Province of Ontario, and at such place therein as the National Board may from time to time determine. 4 SEAL The seal which is impressed in the margin hereon shall be the corporate seal of the Corporation. 5 MEMBERSHIP 5.1 Composition Membership in the Corporation shall consist of such persons as are qualified by reason of possession of an appropriate level of competency in and knowledge of the golf profession, and have been admitted as Members by the National Board. 5.2 Membership Qualifications As a competency-validated and knowledge-based organization, the specific qualifications required for membership in the Corporation are detailed and complex; are subject to change from time to time dependent upon the current state of technology and accepted practice; and are more fulsomely described in the most up-to-date text of PACE. 5.3 One Class of Membership There shall be one (1) class of membership in the Corporation, which shall be divided into the following two sub-categories: 5.3.1 Class A Member; and 5.3.2 Class A Member (Non-Resident).

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page 4 Each Class A Member shall have successfully completed all requirements for a Class A Member set out in PACE. 5.4 Class A Member A Class A Member is a Golf Professional or Professional Golfer who possesses the qualifications prescribed for a Class A Member, and whose application for designation as a Class A Member has been approved by the National Board in its sole and absolute discretion. 5.5 Class A Member (Non-Resident) A Class A Member (Non-Resident) is a Golf Professional or Professional Golfer who is ordinarily resident outside every Zone, who otherwise possesses the qualifications prescribed for a Class A Member, and whose application for designation as a Class A Member (Non-Resident) has been approved by the National Board in its sole and absolute discretion. 5.6 Voting Classes No person who is not Member, as divided into the sub-categories of Class A Member and Class A Member (Non-Resident), shall be entitled to vote in any proceedings of the Corporation. 5.7 Transfer of Membership Except as otherwise provided in the By-Laws of the Corporation, if at all, a membership in the Corporation is not transferable. 5.7.1 Provided however that this section 5.7 shall not be interpreted as prohibiting or inhibiting any Member from qualifying for another sub-category of membership in the Corporation. 5.8 Termination of Membership Membership in the Corporation automatically terminates upon the happening of any of the following events: 5.8.1 if, in accordance with section 5.9, a Member resigns; 5.8.2 if a Member dies; 5.8.3 if a Member is expelled from the Corporation in accordance with either section 9.8 or a decision made pursuant to the authority set out in Article 11; or 5.8.4 if an assessment under the authority of section 9.1 remains unpaid for more than thirty (30) days after notice of the assessment has been given to the Member, or after such other date as may be determined from time to time by the National Board. Notwithstanding termination of membership, a former Member remains liable for any assessment levied under the authority of section 9.1 prior to termination of the membership. 5.9 Resignation in Writing A Member or Candidate may resign at any time provided the Member or Candidate is in good standing and is not indebted to the Corporation in any manner whatsoever. Resignations shall be in writing and shall be directed to the National Board. Before accepting the resignation, the National Board shall ensure that the Member or Candidate has no outstanding indebtedness at either the Zone or National levels. Upon resignation, a refund of assessment(s) paid shall be provided on a pro-rata per month basis.

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page 5 5.10 Membership Restoration A person whose membership has lapsed shall have the right, subject to compliance with the requirements set out in PACE, to apply for restoration. 5.11 Recognized PGA Transfers A person who is a member of a Recognized Professional Golfers Association shall have the right, subject to compliance with the requirements set out in PACE, to apply to transfer to membership in the Canadian PGA. 5.12 Liability of Members Members shall not, as such, be held answerable or responsible for any act, default, obligation or liability of the Corporation or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the Corporation. 6 CANDIDATE FOR MEMBERSHIP 6.1 Candidate A Candidate is a person who is not qualified as a Class A Member and who meets the requirements of a Candidate as set out in PACE. For greater certainty, a Candidate is not a Member of the Corporation. 7 CANADIAN PGA DESIGNATIONS The National Board may, in its sole discretion, consider and approve the admission of Class A Members and other persons to special designations of award and distinction. The criteria for each designation, including, without limitation, the application process for each designation, if any, shall be set out in PACE and/or may be determined from time to time by the National Board. 8 MEMBERSHIP ADMISSION PROCESS 8.1 National Board Prescribe Form of Application Application for membership, or for restoration as a Member, shall be made in such form, and shall be accompanied by such information and documentation, as prescribed by the National Board from time to time. All applications shall be made to the National Board. 8.2 Fees to Accompany Application Every application for membership, or for restoration as a Member, shall be accompanied by the entrance fee, where applicable, and the annual dues payable for which application is made. All dues less the application fee shall be returned to any applicant whose application is refused. 8.3 Application for Insurance to be Included Every application for membership, or for restoration as a Member, shall be accompanied by a duly completed application for insurance, if applicable, under any plan of insurance from time to time in force with any organization in the name of the Corporation.

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page 6 8.4 National Board to Consider Application All applications for membership, or for restoration of a Member, received by the National Board shall be considered by the National Board at its next regularly convened meeting. Approval of the application by the National Board shall be by the vote of a majority of the Directors present at a meeting of the National Board. 8.5 Application Submitted to National Office Every application for membership, or for restoration as a Member, shall be submitted to the Chief Executive Officer, or such other persons as the National Board may from time to time appoint, who shall notify the applicant of the approval, and shall supply the applicant with a certificate or other insignia of membership, together with a copy of the By-Laws of the Corporation, and the person shall thereupon be entitled to all the rights and privileges of membership, and the person shall thereafter be bound by all By-Laws. 8.6 Admission of Member to Zone The National Board shall, when admitting or restoring a Member to membership, assign the Member to the Member s applicable Zone Association. The National Board shall also notify the applicable Zone of such admission. 8.7 Application of Former Member When a former Member of the Canadian PGA under any former category or class, or a Member who has been granted a leave of absence pursuant to Article 10, wishes to re-apply for membership, the National Board may reactivate such Member if: 8.7.1 the applicant pays all fees and assessments for the period during which the person was not a Member or the re-entry fee established by PACE, whichever is the lesser, together with all outstanding indebtedness to the Corporation; and 8.7.2 the former Member meets the membership qualifications set out in Article 5. The National Board shall, in its sole discretion, determine whether a former Member shall be re-admitted as a Member in accordance with section 8.5. 9 DUES AND FEES 9.1 National Dues National dues, assessments and similar obligations for Members and Candidates, including transfers from a Recognized Professional Golfers Association, shall be levied by the National Board and confirmed at the next following Annual or Special General Meeting of Members. 9.2 Zone Dues Zone dues for Members and Candidates shall be subject to the prior approval of the National Board. 9.3 Notice of Assessment Notice of an assessment shall be delivered to each Member or Candidate, as applicable, in the manner set out in section 28.1, not later than on the date fixed in PACE or otherwise determined by the National Board, or if not fixed in PACE or determined by the National Board, then sixty (60) days prior to the Due Date; such Notice shall include a statement that such assessment must be received at the head office of the Corporation on or before the Due Date.

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page 7 9.4 Entrance and Other Fees Entrance Fees and any other fees referred to in the By-Laws may be levied in accordance with PACE, and shall be payable on the date fixed in PACE or otherwise determined by the National Board. The provisions of section 9.3, with necessary variations, shall apply to all such fees. 9.5 Suspension For Non-Payment A Member or Candidate shall be suspended from all privileges of the Canadian PGA for non-payment of any assessment on or before the Due Date, notice of which shall be given to the Member by registered letter, and the suspension shall take effect on the thirtieth (30 th ) day after the Due Date. 9.6 Restoration Upon Prompt Payment A Member or Candidate who has been given notice in accordance with section 9.5 shall be restored to good standing upon payment of the restoration fee determined by the National Board from time to time together with all outstanding assessments on or before the later of: 9.6.1 the thirtieth (30 th ) day after the Due Date, and 9.6.2 the tenth (10 th ) day after the date that the notice under section 9.5 is deemed pursuant to Article 28 to have been given. 9.7 Reinstatement at Later Time A Member or Candidate who has not been restored under section 9.6 may be reinstated pursuant to PACE or, if not provided in PACE, as may be determined from time to time by the National Board. 9.8 Termination of Membership The National Board may terminate the membership of any Member or Candidate who has been suspended for non-payment of assessments; upon such cancellation, all of the rights and privileges of the Member or Candidate in the Canadian PGA shall cease, and the name of such Member or Candidate shall be removed from the membership roster or candidacy records, as applicable. 10 LEAVE OF ABSENCE 10.1 Application for Leave of Absence A Member or Candidate may apply at any time to the National Board for a leave of absence, subject to the following: 10.1.1 the application shall be in writing; 10.1.2 the Member or Candidate shall be in good standing and not indebted to the Corporation or Zone Association in any manner whatsoever, the verification of which shall be the responsibility of the National Board; 10.1.3 the leave of absence must be approved by the National Board; 10.1.4 the leave of absence shall be for a twelve (12) month period, and may be renewed subject to annual approval by the National Board. 10.2 Privileges of Member or Candidate On Leave of Absence A Member or Candidate who has been granted a leave of absence: 10.2.1 shall not be eligible to enter nationally conducted tournaments;

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page 8 10.2.2 in the case of a Member, shall not be entitled to vote at any Annual or Special General Meeting of Members or hold office as a Director of the Corporation; 10.2.3 shall be subject to Zone privileges as may be determined by the Member s Zone Board in its sole discretion; 10.2.4 shall not be subject to any professional development requirements; and 10.2.5 shall pay assessments and insurance premiums as determined from time to time by the National Board. 11 DISCIPLINE 11.1 Discipline Against Zone Board The National Board may initiate discipline against a Zone Board for failure of such Zone Board to file with the Corporation its By-Laws, Rules and Regulations and all amendments thereto. Such disciplinary action may include a fine to the Zone Board of one thousand dollars ($1,000), probation or such other sanctions against the Zone Board as the National Board shall determine. 11.2 Discipline of Member or Candidate for Violations A Member or Candidate who violates the Code of Ethics or Rules and Regulations of the Canadian PGA shall be subject to disciplinary action as hereinafter set out in this Article 11. 11.3 Discipline Initiated by Zone Board or National Board Subject to the provisions of section 11.4, either a Zone Board or the National Board, through the National Board Disciplinary Committee prescribed in section 21.1, may initiate discipline over a Member or Candidate. Such disciplinary action is at the discretion of the Zone Board or the National Board, as applicable, and may include, but shall not be limited to, one or more of the following: 11.3.1 imposition of a fine not to exceed one thousand dollars ($1,000); 11.3.2 revocation of playing privileges to participate in certain tournaments or other Canadian PGA activities for a limited period of time; and 11.3.3 such other reasonable actions as may be determined by the National Board or Zone Board, as the case requires. Subject to the provisions of section 11.10, any decision may be appealed to the National Board in accordance with the provisions of sections 11.8 or 11.9 (as the case requires); and, subject to the provisions of section 11.10, the decision on appeal shall be final and binding. 11.4 National Board Determine Hearing Body The National Board shall instruct either the Zone Board or the National Board Disciplinary Committee to conduct the initial disciplinary hearing. If the Zone Board fails to hold an initial hearing within sixty (60) days of being instructed to do so by the National Board, the National Board shall instruct the National Board Disciplinary Committee to hold such hearing at such time and at such location as determined by the National Board Disciplinary Committee. 11.5 Zone Board Disciplinary Committees Subject to section 11.3, a Zone Board shall have disciplinary powers over the Members and Candidates within its Zone, and for this purpose shall establish Zone Disciplinary Committees.

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page 9 11.6 Zone Board Disciplinary Authority Subject to section 11.3, a Zone Board shall have the power to receive and consider complaints made against any Member or Candidate within its Zone arising out of alleged breaches of the By-Laws, and for this purpose, 11.6.1 may from time to time require any Member or Candidate to satisfy the Zone Board that such Member or Candidate has not transgressed, broken, breached, violated or otherwise evaded the provisions of the By-Laws; 11.6.2 may initiate any investigation into possible breach of the By-Laws without receiving a written complaint in respect thereof; and 11.6.3 shall have the power to discipline, fine, suspend or expel any Member or Candidate for a breach of the By-Laws. 11.7 Zone Board Disciplinary Proceedings Any complaint dealt with by a Zone Board shall be in writing and, upon receipt of the complaint, the following procedure shall be used: 11.7.1 the Chair of the Board of the Zone Board shall decide when the complaint shall be dealt with, either at a special meeting of the Zone Board or at the next regular meeting of the Zone Board; 11.7.2 the Zone Board shall determine whether to order that there be a hearing upon the complaint; and if the Zone Board orders a hearing ; 11.7.3 a true copy of the complaint, together with time and place of the meeting of the Zone Board at which the hearing will be held, shall be delivered to the Member or Candidate against whom the complaint was made either personally or by registered mail addressed to him or her at the Member s or Candidate s address as shown on the books of the Corporation at least seven (7) days before the time fixed for the hearing of the complaint; 11.7.4 at the hearing, both the complainant and the Member or Candidate complained of shall be entitled to be present and may be represented by counsel, and to submit such evidence as may be relevant to the determination of the validity or otherwise of the complaint; 11.7.5 upon completion of the hearing, the Zone Board shall have the power to discipline the Member or Candidate complained of by way of reprimand, fine, suspension from tournament play, suspension and/or expulsion from the Canadian PGA, or to dismiss the complaint; and 11.7.6 the decision of the Zone Board need not be given immediately following the conclusion of the hearing, but may be sent to the complainant and the Member or Candidate complained of by registered mail after the final decision has been made. 11.8 Appeal from Zone Board Decision Any Member or Candidate disciplined by the Zone Board, or the complainant in a disciplinary proceeding before a Zone Board, may appeal the result of the hearing to the National Board, by delivering the appeal to the Chief Executive Officer of the Canadian PGA by registered mail not later than thirty (30) days after the date of the decision of the Zone Board. In the event of such appeal, the Zone Board of the Member or Candidate disciplined shall be advised of the Appeal and shall be entitled to have a representative thereat. 11.9 Hearing by National Board Upon receipt of an appeal, the National Board shall deal with the appeal as follows: 11.9.1 the President shall decide when the appeal shall be dealt with, either at a special meeting of the National Board Disciplinary Committee or at the next regular meeting of the National Board; 11.9.2 notice of the time and place of the meeting of the National Board Disciplinary Committee or the National Board (as the case requires) at which the appeal will be held, shall be delivered

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page 10 to the Member or Candidate appealing either personally or by registered mail addressed to the Member or Candidate at the Member s or Candidate s address as shown on the books of the Canadian PGA, at least ten (10) days before the time fixed for the hearing of the appeal; 11.9.3 at the hearing of the Appeal, both the complainant, which may include the Zone, and the Member or Candidate appealing shall be entitled to be present and may be represented by counsel, and to submit such evidence as may be relevant to the determination of the appeal; 11.9.4 upon completion of the hearing of the appeal, the National Board Disciplinary Committee or the National Board (as the case requires) shall have the power to dispose of the appeal as it sees fit; and 11.9.5 the decision of the National Board Disciplinary Committee or the National Board (as the case requires) need not be given immediately at the end of the hearing of the appeal, but may be sent to the complainant and the Member or Candidate appealing by registered mail after the final decision has been made. 11.10 Overriding Authority of Members In the event that a Member or Candidate is suspended or expelled by a disciplinary decision under this Article 11, the Members at an Annual Meeting may by majority vote restore the name of a suspended or expelled Member or Candidate to membership on such terms as they see fit. 12 MEMBERSHIP TRANSITION UNDER BY-LAW NO. 2010-1 12.1 Old By-Law Class A Member Effective March 26, 2010, being the date By-Law Number 2010-1 was granted ministerial approval by the Minister of Industry (in this Article referred to as the Approval Date ), each person who was Class "A" Member under the Old By-Law automatically became a Class "A" Member within the meaning of By-Law Number 2010-1, and was automatically granted Certification in Golf Shop Operations, as further set out in PACE. 12.2 Old By-Law Retired Professional, Affiliate Professional, Associate Professional and Tournament Professional Categories Effective on the Approval Date, each person who was a Retired Professional, Affiliate Professional, Associate Professional or Tournament Professional under the Old By-Law automatically became a Class A Member within the meaning of By-Law Number 2010-1. 12.3 Old By-Law Elite Apprentice Becoming Class A Member Effective on the Approval Date, each person who was an Elite Apprentice under the Old By-Law: 12.3.1 may opt to transfer into the PACE program at any time, by submitting an irrevocable election, in writing, to the National Office; 12.3.2 may continue under the present Apprentice ELITE program, pursuant to the provisions of PACE. 12.4 Old By-Law Life Members Effective on the date the Approval Date, each person who was a Life Member under the Old By-Law automatically became a Class A Member, and may be granted a further designation as provided for in Article 7.

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page 11 12.5 Transition Authority of National Board The National Board shall have full authority to make such decisions and rulings as in its sole and absolute discretion may be reasonably required to achieve fair membership transitions from the membership classes under the Old By-Law to the membership classes under By-Law Number 2010-1 and this By-Law. 13 ZONES AND ZONE ASSOCIATIONS 13.1 Formation of Zones The National Board may establish the Zones (to be known by such name as the National Board shall designate) into which Canada shall be divided for the purpose of administration generally, and of election of Directors particularly. 13.2 Zones as of Effective Date The existing Zones and their respective boundaries are set out in Schedule A to this By-Law 2011-2. 13.3 Alteration of Zones Subject to advance consultation with any Zone Association affected by a proposed alteration, the National Board shall have the authority from time to time to alter the boundaries of any Zone. 13.4 Corporation By-Laws Binding Upon Zone Association A Zone Association shall be bound by all By-Laws and Rules and Regulations of the Corporation. 13.5 Zone Association By-Laws and Rules A Zone Association shall adopt such by-laws and rules and regulations that are not inconsistent with the By- Laws and Rules and Regulations of the Corporation. In any event, the By-Laws of a Zone Association shall contain the following minimum requirements: 13.5.1 all Members and Candidates of such Zone Associations must be Members or Candidates in good standing of the Corporation; 13.5.2 except as may otherwise be provided in PACE for those Members who are Non-Resident as provided for in section 5.5, all Members and Candidates of the Corporation must be Members or Candidates of a Zone Association; 13.5.3 a Member of the Corporation or Candidate must be a Member or Candidate in the Zone in which the person is employed or, if the person is not employed, in the Zone in which the person resides; 13.5.4 a Member or Candidate accepting a position in, or moving to, another Zone must notify the National Board, who shall then notify both Zone offices immediately of such change; the former Zone shall transfer all membership or candidacy information including application forms concerning the Member or Candidate to the new Zone; the Member or Candidate transferring shall be subject to all requirements of membership or candidacy and shall furnish such information as may be requested by the Zone Board of the new Zone; upon meeting such qualifications and supplying such information such Member or Candidate shall be subject to such privileges of membership or candidacy as the person s category allows; and 13.5.5 to be eligible for election as an Elected Director, a person must have been a Class A Member in that Zone for not less than the year immediately preceding the Annual Meeting of the Corporation.

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page 12 Provided that a Zone Association shall file with the Corporation, the Zone by-laws, rules and regulations and amendments thereto, failing which the Zone Association may be subject to such disciplinary action as may be prescribed by By-Law. 14 NATIONAL BOARD OF DIRECTORS 14.1 National Board The affairs of the Corporation shall be managed by a Board composed of a minimum of ten (10) Directors and a maximum of twenty (20) Directors. The number of Directors shall be fixed from time to time by a resolution of the National Board, provided however that at the date of coming into force of this By-Law, the number of Directors shall be twelve (12) Directors, composed of: 14.1.1 nine (9) Elected Directors, elected in the manner set out in section 15.1; and 14.1.2 three (3) ex officio Directors, being those persons holding the offices described in section 14.5. 14.2 Additional Authority Without limit to the generality of the authority of the National Board to manage the affairs of the Corporation as set out in section 14.1, the National Board shall have full power and authority to do all such things as the National Board may be authorized or given discretion to do under the By-Laws. 14.3 Rules and Regulations Without limit to the generality of sections 14.1 and 14.2, the National Board may establish such Rules and Regulations, not inconsistent with the Letters Patent, Supplementary Letters Patent and By-Laws, as it considers in the best interest of the Corporation and the conduct of the sport of golf in Canada. 14.4 Elected Directors Elected Directors, subject to the provisions of section 14.6, shall be elected in the manner set out in Article 15 and each of whom, subject to the provisions of the Letters Patent and the Supplementary Letters Patent, shall, subject to section 15.5, hold office until the adjournment of the third Annual Meeting after election to office (or, if applicable, any Special General Meeting called to fill vacancies) and until the successor of the Director has been elected and qualified. 14.5 Ex Officio Directors There shall be three (3) ex officio Directors, being those persons who, at the date this By-Law comes into force in accordance with section 31.1, and thereafter from time to time, hold the offices of President, Vice- President and Secretary respectively, as further described in sections 15.2 and 19.1. 14.6 Qualifications To be eligible to hold office as a Director, each Director shall: 14.6.1 be and remain throughout the term of office, and have been for a period of not less than one (1) year, a Class A Member of the Zone Association from which the Director is elected; and 14.6.2 not be an undischarged bankrupt or a person who has been declared incapable by a court in Canada or in another country; and 14.6.3 not be an employee of the Corporation or of a Zone Association.

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page 13 If a person ceases to be qualified pursuant to this section 14.6, the person thereupon ceases to be a Director, and the vacancy so created may be filled in the manner prescribed by section 14.7. 14.7 Vacancies A vacancy on the National Board shall be filled by the Members of the Zone Association that elected the Director whose office has been vacated, through the By-election process in section 15.3. 14.8 Removal of Directors The Members entitled to vote may, by resolution passed by at least two-thirds (⅔) of the votes cast at a Special General Meeting of which notice specifying the intention to pass the resolution has been given, remove any Director before the expiration of the Director s term of office. The resulting vacancy shall be filled pursuant to section 14.7. 14.9 Remuneration of Directors The Directors of the Corporation shall serve without remuneration; provided, however, that Directors shall be entitled to be reimbursed for expenses incurred in carrying out their duties. 14.10 Responsibility for Acts The Directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the National Board. 15 ELECTION OF THE NATIONAL BOARD 15.1 Election of Directors Subject to the provisions of the Act, one (1) Elected Director shall be elected by, and from among, the Members of each Zone Association entitled to vote in elections administered by the National Board, as follows: 15.1.1 subject to section 15.5, elections in that Zone shall be conducted every three (3) years; 15.1.2 the National Board shall invite candidates for election to indicate their intention to stand for election by completing and submitting to the Chief Executive Officer a Candidate Qualification Form and profile signed by the candidate seeking election; 15.1.3 nominations for election shall be closed at 5:00 p.m. (EST) sixty (60) days prior to the Annual Meeting; 15.1.4 candidates profiles and voting procedures shall be provided in writing to the Members of the relevant Zone Association at least thirty (30) days prior to the Annual Meeting; 15.1.5 voting shall occur by e-mail, fax or mail ballot over a one (1) week period to be determined by the Board, which period shall end not less than 5:00 p.m. (EST) fifteen (15) days before the date of the Annual Meeting; 15.1.6 all ballots shall be sent to an independent Scrutineer appointed by the National Board; 15.1.7 if there is only one candidate for election in a Zone, that candidate shall be acclaimed upon the close of elections; 15.1.8 if there is more than one (1) candidate, the ballots shall be tabulated and the successful candidates determined;

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page 14 15.1.9 the Scrutineer shall complete a written report of the voting results, which shall be delivered to the Chief Executive Officer as soon after the closing of elections as is possible, and, in any event, no more than three (3) business days following the closing of elections; 15.1.10 the Chief Executive Officer shall notify, prior to the Annual Meeting, each successful candidate of their election as a Director, which shall become effective at the close of the Annual Meeting; and 15.1.11 the Scrutineer shall maintain copies of the ballots for at least thirty (30) days following the Annual Meeting and, following the written confirmation by the Chief Executive Officer to the Scrutineer that no objections to the election results have been received, the Scrutineer may either destroy the ballots or return the ballots to the Chief Executive Officer, who shall then destroy the ballots. Upon election of the National Board, a Director who is also a Director of a Zone Association shall resign the latter position within thirty (30) days, so that the Director may fulfill their fiduciary duty to the Corporation without conflict of interest. If the Director fails to resign from the Zone Board within such thirty (30) day period, the person shall automatically cease to be a Director of the Corporation, and the resulting vacancy shall be filled pursuant to section 14.7. 15.2 Election of Officers Subject to sections 14.5 and 19.1, at each Annual Meeting of Members, the President, Vice-President and Secretary shall be elected by the Members of the Corporation entitled to vote, from among the Directors, provided that: 15.2.1 no two (2) persons may be elected from the same Zone for the offices of President, Vice- President and Secretary; and 15.2.2 no person shall be entitled to hold the same office for more than two (2) consecutive one (1) year terms. The aforesaid Officers shall, immediately following election as such, each be deemed an ex officio Director as described in section 14.5, each of whom shall hold office until the earlier of the completion of their respective terms of office as such Officer, or their resignation or replacement as such Officer in accordance with this By-Law. 15.3 By-election Upon the election of any of the President, Vice-President and Secretary of the Corporation in accordance with sections 15.2 and 19.1, the National Board shall conduct a By-election in the Zone where the aforesaid Officers were elected. The By-election shall be conducted in the general manner prescribed in section 15.1, with appropriate adjustment of the timelines so that the election can be concluded within the first sixty (60) days following the Annual Meeting, provided that the person so elected shall fulfill the qualifications for Director as set out in section 14.6. Any person elected in a By-election for the purpose of filling a vacancy shall only be elected for the unexpired term of the vacancy thereby filled. 15.4 Term of Office Subject to sections 15.3 and 15.5, an Elected Director shall be elected for a term of three (3) years, to expire at the third Annual Meeting following election. 15.5 Election in Rotation Subject to the provisions of the Act, Directors shall be elected and shall retire in rotation in the following manner: 15.5.1 the Directors from Zones 4,5 and 7, as described in Article 13 and Schedule A of this By- Law, shall be elected at the Annual Meeting held in 2012, and thereafter shall hold elections every three (3) years;

2011 Miller Thomson LLP General Working By-Law, Canadian Professional Golfers Association page 15 15.5.2 the Directors from Zones 2, 6 and 8, as described in Article 13 and Schedule A of this By- Law shall be elected at the Annual Meeting held in 2013, and thereafter shall hold elections every three (3) years; 15.5.3 the Directors from Zones 1, 3 and 9 as described in Article 13 and Schedule A of this By- Law shall be elected at the Annual Meeting held in 2014, and thereafter shall hold elections every three (3) years; and 15.5.4 For transition purposes, until a Zone holds its first election as provided in this section 15.5, Directors shall be elected for a term of one (1) year, to expire at the next Annual Meeting following election. 15.6 Re-Election A Director, if otherwise qualified, is eligible for re-election. 16 MEETING OF DIRECTORS 16.1 Calling Meetings Meetings of the National Board and of the Executive Committee (if any) may be held at any place within or outside the geographic location of the head office determined by the National Board. Meetings of the National Board may be called by the President, the Vice-President or the Secretary, or by any three (3) Directors. 16.2 Notice of Meetings Subject to the provisions of section 16.3, notice of National Board meetings shall be given to each Director by one of the following methods: 16.2.1 by telephone, facsimile, email or other electronic method not less than five (5) days before the meeting is to take place; or 16.2.2 by prepaid letter post not less than ten (10) days before the meeting is to take place, the giving of which shall be in accordance with section 28.1. The statutory declaration of the Secretary or President that notice has been given pursuant to this By-Law shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all the Directors are present or if those absent have signified their consent to the meeting being held without notice and in their absence. 16.3 Regular Meetings The National Board may appoint one or more days in each year for regular meetings of the National Board at places and times named; no further notice of the regular meetings need be given. 16.4 Meetings by Electronic Conference If all persons who are members of the National Board or a Committee (as the case requires) consent thereto generally or in respect of a particular meeting and each has adequate access, such persons may participate in a meeting of the National Board or Committee by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a person participating in such a meeting by such means is deemed to be present at the meeting. Provided that at the outset of each such meeting, and whenever votes are required, the chair of the meeting shall call roll to establish quorum, and shall, whenever not satisfied that the proceedings of the meeting may proceed with adequate security and confidentiality, unless a majority of the persons